WPS Resources / Peoples Energy merger
Filed
by WPS
Resources Corporation
Pursuant
to Rule
425 under the Securities Act of 1933, as amended,
and
deemed as filed
pursuant to Rule 14a-12 under
the
Securities
Exchange Act of 1934, as amended
Subject
Company:
WPS Resources Corporation
Commission
File
Number: 1-11337
The
following
documents are being filed as part of this filing:
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(WPS
Resources Corporation and Peoples Energy Logos)
News
Release
WPS
Resources and Peoples Energy Announce Integrys Energy Group, Inc. As Name
For
Proposed
Combined Company
Integrys
Signifies Companies’ Commitment To Customer Service, Honest Operations, And
Serving
The
Communities In Which It Will Operate
Green
Bay, WI, and
Chicago, October 16, 2006 -- WPS Resources Corporation (NYSE: WPS) and Peoples
Energy Corporation (NYSE: PGL) today announced Integrys (in-TEG-ris) as the
name
for a proposed combined company, subject to necessary regulatory and shareholder
approvals. The companies announced the signing of a definitive merger agreement
on July 10, 2006, and expect the transaction to close in the first calendar
quarter of 2007. Earlier this month, the companies released the proposed
organizational structure and new leadership of the combined
company.
“In
Integrys, we
have a name that reflects our commitment to open and honest business practices,
prudent decision-making and a strong financial foundation,” said Larry L.
Weyers, 61, chairman, president, and CEO of WPS Resources and president and
CEO
of the new company. “These values will support the integration of the two
companies and help us achieve our vision of becoming a stronger and more
competitive, diversified energy company.
“Integrys
also
conveys the core values of our combined company,” Weyers added. “Our employees
are customer-focused and work hard to provide energy solutions that benefit
all
our stakeholders - our customers, shareholders, and the communities we
serve.”
Integrys
will be
the name of the new parent company, which will be listed on the New York
Stock
Exchange under the ticker symbol, TEG. The energy marketing subsidiary will
be
called Integrys Energy Services, Inc. The names of the operating subsidiaries
will not change; these companies are Wisconsin Public Service Corporation,
Upper
Peninsula Power Company, Michigan Gas Utilities, Minnesota Energy Resources,
Peoples Gas, and North Shore Gas.
The
logo design and
website for Integrys will be released upon the close of the
transaction.
About
WPS
Resources Corporation
WPS
Resources
(NYSE: WPS), based in Green Bay, Wisconsin, is a holding company with five
major
subsidiaries providing electric and natural gas energy and related services
in
both regulated and non-regulated energy markets. Its largest subsidiary is
Wisconsin Public Service Corporation, a regulated electric and natural gas
utility serving northeastern Wisconsin and a portion of Michigan's Upper
Peninsula. Wisconsin Public Service serves more than 425,000 electric customers
and 308,000 natural gas customers. Another subsidiary, Upper Peninsula Power
Company, is a regulated electric utility that serves approximately 52,000
electric customers in
Michigan's
Upper
Peninsula. Michigan Gas Utilities Corporation is a regulated natural gas
utility
serving 161,000 customers in lower Michigan. Minnesota Energy Services
Corporation is a regulated natural gas utility serving more than 200,000
customers throughout Minnesota.
WPS
Resources'
major non-regulated subsidiary consists of WPS Energy Services, Inc., a
diversified non-regulated energy supply and services company serving commercial,
industrial and wholesale customers and aggregated groups of residential
customers. Its principal market is the northeast quadrant of the United States
and adjacent portions of Canada. Its principal operations are in Illinois,
Maine, Michigan, Ohio, Texas, Virginia, and Wisconsin in the United States
and
Alberta, Ontario, and Quebec in Canada. WPS Energy Services also owns and/or
operates non-regulated electric generation facilities in Wisconsin, Maine,
Pennsylvania, New York, and New Brunswick, Canada; steam production facilities
in Arkansas and Oregon; and a partial interest in a synthetic fuel processing
facility in Kentucky.
Visit
the WPS
Resources Web site at www.wpsr.com
for additional
information.
About
Peoples
Energy
Peoples
Energy,
(NYSE: PGL) a member of the S&P 500, is a diversified energy company
consisting of three primary business segments: Gas Distribution, Oil and
Gas
Production, and Energy Assets & Energy Marketing. Peoples Gas and North
Shore Gas, regulated utilities, deliver natural gas to about one million
customers in the City of Chicago and 54 communities in northeastern Illinois.
The company’s non-utility businesses include Peoples Energy Services (PESC) and
Peoples Energy Production (PEP). PESC, launched in 1996, serves more than
25,000
customers. PESC provides a portfolio of products to manage energy needs of
business, institutional and residential consumers in today's volatile and
complex energy market. The company recently won approval to offer services
in
Michigan, Ohio and New York. PEP, founded in 1998, is primarily focused on
acquiring proven, onshore reserves with upside potential in a limited number
of
strategic supply basins. Value is then added through drilling programs,
production enhancements and reservoir optimization. The company’s acquisition
and drilling efforts are primarily focused on natural gas. Visit the Peoples
Energy website at www.peoplesenergy.com
#
# #
Forward-Looking
Statements
This
press release
contains forward-looking statements within the meaning of Section 21E of
the
Securities Exchange Act of 1934. You can identify these statements by the
fact
that they do not relate strictly to historical or current facts and often
include words such as “anticipate,” “expect,” “intend,” “may,” “could,”
“project,” “believe” and other similar words. Forward-looking statements are
beyond the ability of WPS Resources and Peoples Energy to control and, in
many
cases, neither WPS Resources nor Peoples Energy can predict what factors
would
cause actual results to differ materially from those indicated by
forward-looking statements. Please see WPS Resources’ and Peoples Energy’s
periodic reports filed with the Securities and Exchange Commission (including
their 10-Ks and 10-Qs) for listings of certain factors that could cause actual
results to differ materially from those contained in forward-looking statements.
All forward-looking statements included in this press release are based upon
information presently available, and
neither
WPS
Resources nor Peoples Energy assume any obligation to update any forward-looking
statements.
Additional
Information
This
communication
is not a solicitation of a proxy from any security holder of WPS Resources
Corporation or Peoples Energy Corporation. WPS Resources Corporation has
filed a
registration statement on Form S-4 with the Securities and Exchange Commission
(the “SEC”) in connection with the proposed transaction. The registration
statement includes a preliminary joint proxy statement of WPS Resources
Corporation and Peoples Energy Corporation that also constitutes a prospectus
of
WPS Resources Corporation, which will be sent to the shareholders of WPS
Resources Corporation and Peoples Energy Corporation in its definitive form
when
available. Shareholders are urged to read the joint proxy statement/prospectus
and any other relevant document when they become available, because they
will
contain important information about WPS Resources Corporation, Peoples Energy
Corporation and the proposed transaction. A definitive proxy statement will
be
sent to shareholders of WPS Resources Corporation and Peoples Energy
Corporation seeking approval of the proposed transaction. The joint proxy
statement/prospectus and other documents relating to the proposed transaction
(when they are available) can be obtained free of charge from the SEC’s website
at www.sec.gov. These documents (when they are available) can also be obtained
free of charge from WPS Resources Corporation upon written request to
WPS Resources Corporation, Attention: Barth J. Wolf, Secretary and Manager
- Legal Services, P.O. Box 19001, Green Bay, Wisconsin 54307-9001, or by
calling
(920) 433-1727, or from Peoples Energy Corporation, upon written request
to
Peoples Energy Corporation, Attention: Secretary, 130 East Randolph Drive,
24th
Floor, Chicago, Illinois 60601, or by calling (312) 240-4366.
Participants
in the Proposed Transaction
WPS
Resources
Corporation, Peoples Energy Corporation and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the proposed
transaction under the rules of the SEC. Information about the directors and
executive officers of WPS Resources Corporation may be found in its 2005
Annual
Report on Form 10-K filed with the SEC on February 28, 2006 and definitive
proxy
statement relating to its 2006 Annual Meeting of Shareholders filed with
the SEC
on April 7, 2006. Information about the directors and executive officers
of
Peoples Energy Corporation may be found in its Amendment No. 1 to its 2005
Annual Report on Form 10-K filed with the SEC on December 14, 2005 and
definitive proxy statement relating to its 2006 Annual Meeting of Shareholders
filed with the SEC on January 1, 2006. These documents can be obtained free
of
charge from the sources indicated above. Additional information regarding
the
interests of these participants will also be included in the definitive joint
proxy statement/prospectus regarding the proposed transaction when it becomes
available.
Non-Solicitation
This
communication
shall not constitute an offer to sell or the solicitation of an offer to
sell or
the solicitation of an offer to buy any securities, nor shall there be any
sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or
qualification
under
the securities laws of any such jurisdiction. No offer of securities shall
be
made except by means of a prospectus meeting the requirements of Section
10 of
the Securities Act of 1933, as amended.
For
More
Information, Contact:
For
WPS Resources
Corporation:
Kerry
Spees
(Media)
Corporate
Communications Leader
(800)
977
2250
Donna
M. Sheedy
(Investor Relations)
Manager,
Investor
Relations
(920)
433-1857
For
Peoples
Energy:
Rod
Sierra (Media)
Vice
President,
Communications and Government Relations
(312)
240-4567
Douglas
Ruschau
(Investor Relations)
Vice
President,
Finance and Treasurer
(312)
240-3818
///END///
(WPS
Resources
Corporation and Peoples Energy logos)
1
Transition
Update
October
16,
2006
Introducing
Integrys
The
Name
Recommendation Team is pleased to announce Integrys Energy Group, Inc., the
new
name for the holding company that will emerge when WPS Resources joins with
Peoples Energy,
pending the
necessary shareholder and regulatory approvals. It is pronounced
in-TEG-ris.
Remember,
this name
applies to the holding company and the non-regulated company, which will
be
called Integrys Energy Services, Inc. The names of the regulated operating
subsidiaries will remain the same. Even though we won't necessarily use it
every day, Integrys is a name we can all take pride in.
"Integrity,
" "Energy, " and
"Integration
"... We believe that
Integrys
embodies the spirit of all of
these
words,
simply and effectively.
A
company's name ismore
than just a
word — it reflects the core values of
the
organization,
defines the company to its customers, shareholders and employees, and
differentiates it from competitors. Representatives from WPS Resources and
Peoples Energy made up the Name Recommendation Team and sought input from
employees of
both
companies to
find the name that best describes our organizations.
Employees
submitted
words like "Integrity" and "Honesty." "Service," "Quality," and "Value" were
among the most prominent, too. The Name Recommendation Team considered these
characteristics
in
its search for the right name. The Transition Committee and Larry Weyers
reviewed the suggestions of
the
Name
Recommendation Team and ultimately selected Integrys, which is meant to
represent "Integrity," "Energy," and "Integration." We believe that Integrys
embodies the spirit of
all
of
these
words, simply and effectively.
What
does
Integrys mean?
Integrys
conveys
the values our new company will embrace. It describes the type of
company
we are
today, the way we do business, and who we want to be tomorrow:
| · |
Integrys
is a
growing family of companies focused on being a leader in providing
energy
and related services in
the
energy
marketplace.
|
| · |
Integrys
subsidiaries are more than just energy companies. They are customer-focused
and
get the
job done. They roll up their sleeves and work with customers, as
their
energy partner, to provide energy solutions and offer the best
value for
them.
shareholders, and the communities they call
home.
|
| · |
Employees
are proud to
be a
respected member of
the
team and
know they work in an environment that provides competitive pay and
benefits and offers career growth opportunities across a family of
successful companies.
|
(continued
on
next page)
(WPS
Resources Corporation and Peoples Energy
logos)
Transition
Update continued
| · |
With
Integrys, what you see is what you get. We are open
and honestin
our
interactions and are prudent
decision-makers, combining
common sense with innovation to deliver the very best to our
stakeholders.
|
| · |
As
a
community-focused
company, Integrys
enhances the quality of life in the communities we
serve.
|
Ultimately,
Integrys represents our commitment to quality service to customers,
shareholders, and the communities in which we operate.
As
we've said before, nothing will change until the transaction closes, at
which time the holding company and non-regulated companies will adopt the
new name and we'll roll out the new logo. Until then, you can find additional
information
about
the name and the transition on PowerNet
and
PeoplesNet. And you can submit questions to transition@wpsr.com or via the
"Answers to Your Questions" link on PeoplesNet.
Additional
Information
This
communication
is not a solicitation of a proxy from any security holder of WPS Resources
Corporation or Peoples Energy Corporation. WPS Resources Corporation has
filed a
registration statement on Form S-4 with the Securities and Exchange Commission
(the "SEC") in connection with the proposed transaction. The registration
statement includes a preliminary joint proxy statement of WPS Resources
Corporation and Peoples Energy Corporation that also constitutes a prospectus
of
WPS Resources Corporation, which will be sent to the shareholders of WPS
Resources Corporation and Peoples Energy Corporation in its definitive
form when
available. Shareholders are urged to read the joint proxy statement/prospectus
and any other relevant document when they become available, because they
will
contain important information about WPS Resources Corporation, Peoples
Energy
Corporation and the proposed transaction. A definitive proxy statement
will be
sent to shareholders of WPS Resources Corporation and Peoples Energy Corporation
seeking approval of the proposed transaction. The joint proxy
statement/prospectus and other documents relating to the proposed transaction
(when they are available) can be obtained free of charge from the SEC's
website
at WWW.
sec.gov.
These
documents (when they are available) can also be obtained free of charge
from WPS
Resources Corporation upon written request to WPS Resources Corporation,
Attention: Barth J. Wolf, Secretary and Manager - Legal Services, P.O.
Box
19001, Green Bay, Wisconsin 54307-9001, or by calling (920) 433-1727, or
from
Peoples Energy Corporation, upon written request to Peoples Energy Corporation,
Attention: Secretary, 130 East Randolph Drive, 24th Floor, Chicago, Illinois
60601, or by calling (312) 240-4366.
Participants
in the Proposed Transaction
WPS
Resources
Corporation, Peoples Energy Corporation and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the proposed
transaction under the rules of the SEC. Information about the directors
and
executive
officers
of WPS Resources Corporation may be found in its 2005 Annual Report on
Form 10-K
filed with the SEC on February 28, 2006 and definitive proxy statement
relating
to its 2006 Annual Meeting of Shareholders filed with the SEC on April
7, 2006.
Information about the directors and executive officers of Peoples Energy
Corporation may be found in its Amendment No. 1 to its 2005 Annual Report
on
Form 10-K filed with the SEC on December 14, 2005 and definitive proxy
statement
relating to its 2006 Annual Meeting of Shareholders filed with the SEC
on
January 1, 2006. These documents can be obtained free of charge from the
sources
indicated above. Additional information regarding the interests of these
participants will also be included in the definitive joint proxy
statement/prospectus regarding the proposed transaction when it becomes
available.
Non-Solicitation
This
communication
shall not constitute an offer to sell or the solicitation of an offer to
sell or
the solicitation of an offer to buy any securities, nor shall there be
any sale
of securities in any jurisdiction in which such offer, solicitation or
sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except
by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Name
Announcement Voicemail Script
Good
morning. This is Mark Radtke with an announcement for all
employees of WPS Resources.
As
leader to the Name Recommendation Team for the WPS-Peoples Energy
transaction, I’m pleased to tell you that our new company will be known as
“Integrys Energy Group, Inc.,” and the non-regulated, energy marketing
subsidiary will be called “Integrys Energy Services, Inc.”
Integrys
was inspired by terms like “integrity,” “energy,” and
“integration.” It’s a strong name that signals our commitment to providing
quality service, and our willingness to roll up our sleeves and do whatever
it
takes to get the job done.
Many
thanks to everyone who participated in the development of the
name Integrys, including all the individual employees who submitted ideas
and
suggestions.
Remember:
nothing changes until the transaction closes, at which time
the holding company and the non-regulated, energy marketing subsidiary will
adopt the new name. The names of our regulated operating subsidiaries will
remain the same.
I’m
proud of the new name, and even prouder to be part of the team
that is working together to build our new organization. I am confident that
Integrys will soon set the standard as the leading provider of energy and
energy
related services in our marketplace.
Thank
you.
* * *
Additional
Information
This
communication
is not a solicitation of a proxy from any security holder of WPS Resources
Corporation or Peoples Energy Corporation. WPS Resources Corporation intends
to
file a registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”) in connection with the proposed transaction. The
registration statement will include a joint proxy statement of WPS Resources
Corporation and Peoples Energy Corporation that also constitutes a prospectus
of
WPS Resources Corporation, which will be sent to the shareholders of WPS
Resources Corporation and Peoples Energy Corporation. Shareholders
are urged to read the joint proxy statement/prospectus and any other relevant
document when they become available, because they will contain important
information about WPS Resources Corporation, Peoples Energy Corporation and
the
proposed transaction.
A definitive proxy
statement will be sent to shareholders of WPS Resources Corporation and Peoples
Energy Corporation seeking approval of the proposed transaction. The joint
proxy
statement/prospectus and other documents relating to the proposed transaction
(when they are available) can be obtained free of charge from the SEC’s website
at www.sec.gov. These documents (when they are available) can also be obtained
free of charge from WPS Resources Corporation upon written request to WPS
Resources Corporation, Attention: Barth J. Wolf, Secretary and Manager - Legal
Services, P.O. Box 19001, Green Bay, Wisconsin 54307-9001, or by calling (920)
433-1727, or from Peoples Energy Corporation, upon written request to Peoples
Energy Corporation, Attention: Secretary, 130 East Randolph Drive, 24th Floor,
Chicago, Illinois 60601, or by calling Investor Relations 312 240-4366.
Participants
in the Proposed Transaction
WPS
Resources
Corporation, Peoples Energy Corporation and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the proposed
transaction under the rules of the SEC. Information about the directors and
executive officers of WPS Resources Corporation may be found in its 2005 Annual
Report on Form 10-K filed with the SEC on February 28, 2006 and definitive
proxy
statement relating to its 2006 Annual Meeting of Shareholders filed with the
SEC
on April 7, 2006. Information about the directors and executive officers of
Peoples Energy Corporation may be found in its Amendment No. 1 to its 2005
Annual Report on Form 10-K filed with the SEC on December 14, 2005 and
definitive proxy statement relating to its 2006 Annual Meeting of Shareholders
filed with the SEC on January 1, 2006. These documents can be obtained free
of
charge from the sources indicated above. Additional information regarding the
interests of these participants will also be included in the joint proxy
statement/prospectus regarding the proposed transaction when it becomes
available.
Non-Solicitation
This
communication
shall not constitute an offer to sell or the solicitation of an offer to sell
or
the solicitation of an offer to buy any securities, nor shall there be any
sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except
by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.